COMPENSATION PLAN (the “Plan”) of Pure
Transit Technologies, Inc.,
Nevada corporation (the “Company”) for employees, consultants and other
individuals/entities associated with the Company, is intended to advance the
best interests of the Company by providing those persons who have a substantial
responsibility for providing services to the Company, with additional incentive
and by increasing their proprietary interest in the success of the Company,
thereby encouraging them to maintain their relationships with the Company.
purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:
shall mean the Board of Directors of the Company.
shall mean the Compensation Committee, or such other committee appointed by
Board, which shall be designated by the Board to administer the Plan, or the
Board if no committees have been established. The Committee shall be composed
time to time are appointed to serve by the Board. Each member of the Committee,
while serving as such, shall be a disinterested person with the meaning of
16b-3 promulgated under the Securities Exchange Act of 1934.
Shares” shall mean the Company’s Common Shares, $0.001 par value per share, or,
in the event that the outstanding Common Shares are hereafter changed into
exchanged for different shares of securities of the Company, such other shares
Stock” shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.
Stock Agreement” means an agreement executed by a Common Stockholder and the
Company, or alternatively a board resolution setting forth the terms of
issuance, as contemplated by Section 5, below, which imposes on the shares
Common Stock held by the Common Stockholder such restrictions as the Board
Committee deem appropriate.
person or entity to whom shares of Common Stock are issued pursuant to this
Transit Technologies, Inc.,
Nevada corporation, and any subsidiary corporation of Pure
Transit Technologies, Inc.,
terms are defined in Nevada Revised Statutes §78.431.
Market Value” shall mean, with respect to the date a given stock compensation is
granted, the average of the highest and lowest reported sales prices of the
Common Shares, as reported by such responsible reporting service as the
Committee may select, or if there were not transactions in the Common Shares
such day, then the last preceding day on which transactions took place. The
above withstanding, the Committee may determine the Fair Market Value in such
other manner as it may deem more equitable for Plan purposes or as is required
by applicable laws or regulations. The Fair Market Value for purposes of the
issuance of common stock under this plan has been established to be $1.80 per
share on July 14, 2008.
of the Plan
Committee shall administer the Plan and accordingly, it shall have full power
grant Common Stock, construe and interpret the Plan, establish rules and
regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper.
determination of those eligible to receive Common Stock, and the amount, type
and timing of each issuance and the terms and conditions of the Common Stock
Agreements shall rest in the sole discretion of the Committee, subject to the
provisions of the Plan.
Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent it
deem necessary to carry it into effect.
decision made, or action taken, by the Committee or the Board arising out of
in connection with the interpretation and administration of the Plan shall
final and conclusive.
of the Committee shall be held at such times and places as shall be determined
by the Committee. A majority of the members of the Committee shall constitute
quorum for the transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought before that
meeting. In addition, the Committee may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of
of the Committee shall be liable for any act or omission of any other member
the Committee or for any act or omission on his own part, including, but not
limited to, the exercise of any power or discretion given to him under the
except those resulting from his own gross negligence or willful
Subject to the Plan
number of shares of the Company available for issuance of Common Stock under
Plan shall be 1,000,000 Common Shares, subject to adjustment in accordance
Article 7 of the Plan, which shares may be either authorized but unissued or
reacquired Common Shares of the Company.
Of Common Stock
or Committee from time to time, in its absolute discretion, may (a) award Common
Stock to consultants for the Company, and such other persons as the Board or
Committee may select.
Stock shall be issued only pursuant to a Common Stock, Board Resolution, or
Consulting or Employment Agreement, which shall be executed by the Common
Stockholder, unless by Board Resolution, and the Company and which shall contain
such terms and conditions as the Board or Committee shall determine consistent
with this Plan, including such restrictions on transfer as are imposed by the
Common Stock or Consulting or Employment Agreement.
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock or Consulting Agreement, including
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.
shares of Common Stock issued under this Plan (including any shares of Common
Stock and other securities issued with respect to the shares of Common Stock
a result of stock dividends, stock splits or similar changes in the capital
structure of the Company) shall be subject to such restrictions as the Board
Committee shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock
restrictions based on duration of employment with the Company, Company
performance and individual performance; provided that the Board or Committee
may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restric-tions. Common Stock may not be sold or encumbered
until all applicable restrictions have terminated or expire. The restrictions,
if any, imposed by the Board or Committee or the Board under this Section 5
not be identical for all Common Stock and the imposition of any restrictions
with respect to any Common Stock shall not require the imposition of the same
any other restrictions with respect to any other Common Stock.
or Changes in Capitalization
event that the outstanding Common Shares of the Company are hereafter changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up or
stock dividend, within 6 months from the date hereof, and assuming the shares
issued pursuant to this plan are still owned or fully controlled by the issuee
under this plan, then in that event there shall be a like adjustment in the
number of shares held by such issuee.
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive. No fractional Shares shall be issued under the Plan on account
any such adjustments.
and Other Regulations
obligation of the Company to issue, transfer and deliver Common Shares under
Plan shall be subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government entities
set forth below or as the Committee in its sole discretion shall deem necessary
expenses of administering this Plan shall be borne by the Company, except the
recipients of the common shares shall be responsible for the costs of
preparation of this registration statement and the filing thereof.
of administration of the Plan shall be in the State of Nevada, or such other
place as determined from time to time by the Board, and the validity,
construction, interpretation, administration and effect of the Plan and of
rules and regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Nevada.
addition to such other rights of indemnification as they may have as members
the Board or the Committee, the members of the Committee shall be indemnified
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them
be party by reason of any action taken or failure to act under or in connection
with the Plan against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action,
or proceeding, except a judgment based upon a finding of bad faith; provided
that upon the institution of any such action, suit or proceeding a Committee
member shall, in writing, give the Company notice thereof and an opportunity,
its own expense, to handle and defend the same, with counsel acceptable to
recipient, before such Committee member undertakes to handle and defend it
his own behalf.
Common Shares issued hereunder shall be embodied in a board resolution which
shall constitute a written Stock Compensation Agreement which shall be subject
to the terms and conditions prescribed above and shall be signed by the
recipient and by the Chief Executive Officer or any President of the Company,
for and in the name and on behalf of the Company.